BY MATCH. Match represents and warrants that at all times during the Term (a) Match will comply in all material respects with its Terms of Use, privacy policy, user instructions regarding the use of their data, and any other guidelines posted on the Match Site; (b) Match will notify Yahoo within ** of any complaints that it receives relating to any Match Personal Ad placed in connection with the Yahoo Linking Program; (c) Match will remove any Match Personal Ad placed in connection with the Yahoo Linking Program for any reason within ** after receipt of a request by Yahoo during Customer Service Hours or, within ** of the next commencement of Customer Service Hours if such request is received by Match outside of Customer Service Hours; (d) Match has no notice as of the Effective Date that the Pre-Population Process violates any Intellectual Property of any third party; (e) Match has no knowledge that the Pre-Population Process violates any Intellectual Property of any third party; and (f) Match has obtained, through its ultimate parent company, USA Networks, Inc., and will keep in force during the Term and two (2) years thereafter, a blanket entertainment errors and omissions insurance policy in the amount of ** per occurrence and ** in the aggregate covering Match, USA Networks, Inc. and USA Networks, Inc.'s other subsidiaries, a copy of which has been provided to Yahoo, to cover all risks relevant to this Agreement (subject to the wording of the policy) and that Yahoo has been added to such policy as an additional insured.
BY MATCH. Match must, at its own expense, indemnify, defend and hold harmless Yahoo, its affiliates and each of their respective officers, directors, employees, representatives, and agents from and against and in respect of any and all claims, liabilities, allegations, suits, actions, investigations, judgments, deficiencies, settlements, inquiries, demands or other proceedings of whatever nature or kind, whether formal or informal, brought against Yahoo, its affiliates or any of their respective officers, directors, employees, representatives, or agents, as well as from and against and in respect of any and all damages, liabilities, losses, costs, charges, fees and expenses, including without limitation reasonable legal fees and expenses, as and when incurred, relating to, based upon, incident to, arising from, or in connection with (a) any claim that Match has not complied with its Terms of Use, privacy policy, user instructions regarding the use of user data, or any other guidelines posted on the Match Site; (b) any claim that the Match Deliverables (including the Match Brand Features as provided by Match to Yahoo) infringe the rights of any third party, including without limitation any Intellectual Property Rights, rights of publicity, rights of personality. rights of privacy, rights to payment of royalties, or any other rights of third parties; (c) any violation by Match of the Data License or its failure to destroy the Personal Ad Data pursuant to Section 9.5; (d) any violation by Match of its obligations or restrictions specified in Section 9.6 with respect to user information and Shared User Data; (e) any breach by Match of its representations and warranties contained in Section 11.2; and (1) any other claim not otherwise subject to indemnity pursuant to Section 12.1(a) through (e) above that the services distributed, offered or provided by Match, including the Pre-Population Process, infringe in any manner any Intellectual Property Right of any third party or contains ally material or information that is obscene, defamatory, libelous, slanderous, violates any law or regulation, is negligently performed, or otherwise violates ally person's right of publicity, privacy or personality. or has otherwise resulted in any fraud, product liability, tort, breach of contract injury, damage or harm to any person or entity; provided, however, that solely with respect to this Section ** only, Match's indemnification obligations shall be **.
